John Zupo Form 4 Vita Coco / John Zupo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Zupo John

(Last) (First) (Middle)

250 PARK AVENUE SOUTH

7TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vita Coco Company, Inc. [ COCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2022		M		2,333	A	$0(1)	2,333	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0(1)	05/31/2022		M			2,333	(2)	(2)	Common Stock	2,333	$0	0	D
Deferred Restricted Stock Units	(3)	06/01/2022		A		5,757		(3)	(3)	Common Stock	5,757	$0	5,757	D
Stock Option (Right to Buy)	$10.178							(4)	12/16/2029	Common Stock	38,675		38,675	D

Explanation of Responses:

1. Restricted stock units ("RSUs") convert to common stock on a one-for-one basis.

2. RSUs were granted on October 21, 2021 with a vesting date of the earlier of (i) the day immediately preceding the first Annual Meeting after the grant date or (ii) on October 21, 2022 provided that the Reporting Person remains in continuous service on the applicable vesting date.

3. Each deferred RSU represents the right to receive one share of common stock of the company. The deferred RSUs granted under the company's 2021 Incentive Award Plan vest in full on the earlier of (i) the day immediately preceding the first Annual Meeting after the grant date or (ii) the first anniversary of the grant date provided that the Reporting Person remains in continuous service on the applicable vesting date, and will settle on June 1, 2027.

4. The stock option is fully vested and currently exercisable.

Remarks:

	/s/ Yolanda Goettsch, Attorney-in-Fact for John Zupo	06/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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